ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Gushen, Inc. (the “Company”) was incorporated on March 9, 2015, in the state of Nevada. On July 30, 2021, the Company, and Dyckmanst Limited, a company organized under the laws of the British Virgin Islands (“Dyckmanst Limited”), and all shareholders of Dyckmanst Limited immediately prior to the closing (collectively, the “Dyckmanst Limited Shareholders”, each, a “Dyckmanst Limited Shareholder”) entered into a share exchange agreement (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Share Exchange”). Immediately prior to the closing of the Share Exchange, two existing holders of aggregated 30,000,000 shares of Series A preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”) delivered 29,000,000 shares of Preferred Stock to the Company for cancellation (“the “Cancellation of Certain Preferred Stock”), each Preferred Stock is convertible into 10 shares of Common Stock. As a result, immediately following the closing of the Share Exchange, there are 410,618,750 shares of Common Stock issued and outstanding and 1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited Shareholders collectively control 90.72% voting power of the Company on as converted basis, with respect to all of the shares of common stock and preferred stock, voting as a single class, with each share of common stock entitles to 1 vote and each share of preferred stock entitles to 10 votes. Dyckmanst Limited, via the PRC affiliated entity Zhuoxun Beijing, engages in providing family education resources to promote all-around education onsite in local communities organized by its regional collaborative education agency and offering parents easy access to a wide variety of courses online through the application In February 2021, Fengyuan Beijing, Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing entered into a series of contractual agreements for Zhuoxun Beijing to qualify as variable interest entity or VIE (the “VIE Agreements”). The VIE Agreements are as follows: Consulting Service Agreement Pursuant to the terms of the Exclusive Consulting and Service Agreement dated February 5, 2021, between Fengyuan Beijing and Zhuoxun Beijing (the “Consulting Service Agreement”), Fengyuan Beijing is the exclusive consulting and service provider to Zhuoxun Beijing to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Zhuoxun Beijing’s profit before tax in the corresponding year deducts Zhuoxun Beijing’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Zhuoxun Beijing agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Fengyuan Beijing. In addition, Fengyuan Beijing may transfer its rights and obligations under the Consulting Service Agreement to Fengyuan Beijing’s affiliates without Zhuoxun Beijing’s consent, but Fengyuan Beijing shall notify Zhuoxun Beijing of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Fengyuan Beijing unless terminated by Fengyuan Beijing unilaterally prior to the expiration. Business Operation Agreement Pursuant to the terms of the Business Operation Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing and the shareholders of Zhuoxun Beijing (the “Business Operation Agreement”), Zhuoxun Beijing has agreed to subject the operations and management of its business to the control of Fengyuan Beijing. According to the Business Operation Agreement, Zhuoxun Beijing is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the Fengyuan Beijing’s written approval. The shareholders of Zhuoxun Beijing and Zhuoxun Beijing will take Fengyuan Beijing’s advice on appointment or dismissal of directors, employment of Zhuoxun Beijing’s employees, regular operation, and financial management of Zhuoxun Beijing. The shareholders of Zhuoxun Beijing have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of Zhuoxun Beijing to Fengyuan Beijing without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Fengyuan Beijing prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by Fengyuan Beijing with a 30-day written notice. The foregoing summary of the Business Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Business Operation Agreement, which is filed as Exhibit 10.2 to this Form 8-K. Proxy Agreement Pursuant to the terms of the Proxy Agreements dated February 5, 2021, among Fengyuan Beijing, and the shareholders of Zhuoxun Beijing (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Zhuoxun Beijing has irrevocably entrusted his/her shareholder rights as Zhuoxun Beijing’s shareholder to Fengyuan Beijing, including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons. The foregoing summary of the Proxy Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the Proxy Agreements, which are filed as Exhibit 10.3 to this Form 8-K. Equity Disposal Agreement Pursuant to the terms of the Equity Disposal Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing (the “Equity Disposal Agreement”), the shareholders of Zhuoxun Beijing granted Fengyuan Beijing or its designees an irrevocable and exclusive purchase option (the “ Option The foregoing summary of the Equity Disposal Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Disposal Agreement, which is filed as Exhibit 10.4 to this Form 8-K. Equity Pledge Agreement Pursuant to the terms of the Equity Pledge Agreement dated February 5, 2021, among Fengyuan Beijing and the shareholders of Zhuoxun Beijing (the “Pledge Agreement”), the shareholders of Zhuoxun Beijing pledged all of their equity interests in Zhuoxun Beijing to Fengyuan Beijing, including the proceeds thereof, to guarantee Zhuoxun Beijing’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Zhuoxun Beijing or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Fengyuan Beijing, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Zhuoxun Beijing. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Fengyuan Beijing’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled. Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation. The accompanying consolidated financial statements reflect the activities of each of the following entities: Name Background Ownership Dyckmanst Limited ● A British Virgin Islands company Holding Entity ● Principal activities: Investment holding · Edeshler Limited ● A Hong Kong company 100% ● Principal activities: Investment holding Beijing Fengyuan Zhihui Education Technology Co., Ltd. ● A PRC limited liability company and deemed a wholly foreign-invested enterprise 100% ● Principal activities: Consultancy and information technology support Beijing Zhuoxun Century Culture Communication Co., Ltd. ● A PRC limited liability company VIE by contractual arrangements ● Incorporated on September 2, 2020 ● Principal activities: family education services via online and onsite classes Beijing Zhuoxun Education Technology Co., Ltd. ● A PRC limited liability company 70% owned by VIE ● Principal activities: promotion and support The following combined financial information of the Company as of for the year ended September 30, 2023 and 2022 included in the accompanying consolidated financial statements of the Company was as follows: At At CURRENT ASSETS Cash and cash equivalents $ 46,003 $ 789,730 Other monetary funds 2,764 25,933 Prepayment 6,855 452,425 Other receivables 36,413 127,339 Intercompany receivables 167,318 171,655 Due from related parties 2,881 23,297 Inventory - 91 Total Current Assets 262,234 1,590,470 NON-CURRENT ASSETS Other long-term assets 21,676 80,593 Right of use assets - 285,311 Property, plant and equipment, net 54,116 145,766 Intangible assets 44,400 56,793 Total non-Current Assets 120,192 568,463 TOTAL ASSETS $ 382,426 $ 2,158,933 CURRENT LIABILITIES Accounts payable $ 2,201,152 $ 2,258,779 Lease Liability - current - 130,598 Contract liability 129,758 340,343 Amount due to related parties 944,990 14 Intercompany payables 54,838 Payroll payable 718,745 766,978 Tax payable 5,363,939 5,502,085 Other payable 277,712 332,781 Accrued Liabilities 4,340,593 3,434,651 Total Current Liabilities 14,031,727 12,766,229 NON-CURRENT LIABILITIES Lease Liability - non-current - 154,713 Total Non -current Liabilities - 154,713 TOTAL LIABILITIES $ 14,031,727 $ 12,920,942 For The Years Ended 2023 2022 REVENUE $ 23,771 $ 2,407,402 COST OF REVENUE (15,054 ) (1,458,804 ) GROSS PROFIT 8,717 948,598 OPERATING EXPENSES Selling expenses 836,680 3,365,426 General and administrative expenses 1,405,342 1,400,987 Total Operating Expenses 2,242,022 4,766,413 LOSS FROM OPERATIONS (2,233,305 ) (3,817,815 ) OTHER INCOME (EXPENSE), NET Interest income 421 3,932 Other income 1,238 9,160 Other expense (1,061,398 ) (3,730,716 ) Total Other Income (Expense), net (1,059,739 ) (3,717,624 ) NET LOSS BEFORE TAXES (3,293,044 ) (7,535,439 ) Income tax benefit (expense) 0 (1,895,387 ) NET LOSS (3,293,044 ) (9,430,826 ) For The Years Ended 2023 2022 Net cash used in operating activities $ (1,747,490 ) $ (1,627,156 ) Net cash used in investing activities (2,617 ) (11,610 ) Net cash provided by financing activities 977,820 - The following financial information of Beijing Fengyuan Zhihui Education Technology Co., Ltd. as of for the year ended September 30, 2023 and 2022. At At September 30, September 30, 2023 2022 CURRENT ASSETS Cash and cash equivalents $ 8,932 $ 51,956 Intercompany receivables 54,838 13,399 Total Current Assets 63,770 65,355 TOTAL ASSETS $ $ 65,355 CURRENT LIABILITIES Intercompany payable $ 167,318 $ 171,655 Amount due to related parties 542 492 Total Current Liabilities 167,860 172,147 TOTAL LIABILITIES $ 167,860 $ 172,147 For The Years Ended 2023 2022 OPERATING EXPENSES General and administrative expenses $ 87 $ 42,058 Total Operating Expenses, net 87 42,058 LOSS FROM OPERATIONS (87 ) (42,058 ) OTHER INCOME (EXPENSE), NET Interest income 92 290 Total Other Income (Expense), net 92 290 NET (LOSS) INCOME BEFORE TAXES 5 (41,768 ) Income tax benefit (expense) - - NET INCOME (LOSS) 5 (41,768 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment - 3,302 COMPREHENSIVE INCOME (LOSS) $ 5 $ (38,466 ) Basic and diluted loss per share* $ 0 $ 0 Weighted average number of common shares outstanding – basic and diluted* 423,237,273 410,618,750 |